INTERNATIONAL MEMBER AGREEMENT
as of December 1st 2018
1. MEMBER COOPERATION:
1.1 Traffic-Forces Inc, 3409 Executive Center Drive, Suite 126, Austin, TX 78731, USA, (hereinafter ‘Traffic-Forces’) sells advertising support services to both business customers (B2B) and end customers (B2C) via the Internet. The specific Traffic Forces distribution system consists of members who offer Traffic Forces products to customers for purchase through a personalized Traffic Forces Web site. The compensation system for such sales activities is based on the Traffic Forces Compensation Plan. This plan defines the performance requirements that a member must meet in order to receive compensation for successfully fulfilling their contractual obligations.
1.2 The member carries out his activity as an independent contractor personally. This means that the member acts exclusively in his own name and not through third parties or under the name of third parties. The member must comply with the specific rules of the the Traffic-Forces distribution system and the Traffic-Forces Compensation Plan. The compensation plan shall form an integral part of this agreement.
1.3 A member of Traffic Forces is any natural or legal person that registers as member on our homepage. It is also possible to register as a customer for free. If you register as a customer for free, you can only partially use the services of Traffic Forces and can not receive commissions for selling products. To become a license partner of Traffic Forces for any natural or legal person it is necessary to buy a licence. Only this way it is possible to use the full range of services that TF offers.
2. ENROLMENT AND STATUS OF THE MEMBER:
The contract is concluded when the member fills in all fields with the data required for registration (without changes, additions and/or deletions). Traffic-Forces will explicitly accept the application by email at its own discretion and after verification of compliance with the requirements mentioned under (2.2). If Traffic-Forces does not accept the request, it will inform the applicant by email. The Compensation Plan can be downloaded and printed upon conclusion of the contract.
2.2 MINIMUM REQUIREMENTS FOR THE CONCLUSION OF THE CONTRACT:
The applicant must have full legal capacity.
The applicant, his/her spouse/partner and/or his/her family members living with him/her in the same household must not have been active in the Traffic-Forces organisation during the last 12 months (1 year).
The applicant does not have to pay a licence fee.
2.3 STATUS AND TASKS
SALES ACTIVITY: As a sales representative, the member sells the services of Traffic Forces to end users via the Internet shop assigned to him. In Germany the member is usually active as a sales representative in secondary activities.
BUILDING-UP A STRUCTURE: The member is shall make every effort to establish and sponsor a partner team. This team is dedicated exclusively to selling services to customers. For this purpose, the member uses the Compensation Plan as a basis.
2.4 STATUS OBLIGATIONS
As a member and independent contractor, it is necessary to register the business activity with the relevant municipal and/or tax authorities.
The member shall submit his sales VAT registration to Traffic-Forces if such registration is required by law.
The member himself shall be responsible for fulfilling his commercial obligations, in particular for paying taxes, and for taking out insurance against his professional and personal risks (liability, accident, health and disability insurance in the event of illness or old age, etc.). He shall ensure that he meets his social security obligations, in particular in those countries where he is legally obliged to pay social security contributions.
In France, the member has the status of a VDI (Vendeur à domicile indépendant) The member shall register his activity in the commercial register as soon as he has been continuously active as a VDI for three years and his commissions exceed the social security contributions by 50% each year.
In Italy the member has the status of a IVDD (incaricato alla vendita diretta a domicilio).
In Sweden the member shall apply for a tax certificate to be used by him for fulfilling his tax and social security obligations.
2.5 SALES MODALITIES:
Members are free to choose their distribution area in all countries opened by Traffic Forces. The respective countries and the necessary documents are available in the back office of Traffic-Forces. For international customer contacts, the documents and forms available for the respective countries shall be used.
2.6 BEHAVIOR TOWARDS CONSUMERS, LICENSE:
The member must refrain from any behaviour that misleads the customer about the reason for the contact. The member may not contact customers by telephone or email without the express consent of the customer.
Members resident in the United Kingdom or Ireland shall not accept orders in excess of GBP 200.00 (United Kingdom) or € 240.00 (Ireland) during the first seven days after signing this agreement.
3. ADVERTISING, SALES PROMOTION AND INTERNET:
3.1 When performing his contractual activities, the member shall introduce himself as a “Traffic-Forces Member”. He shall not use the company name or brand of Traffic-Forces or other brands and product names of Traffic-Forces, unless they are used for advertising or promotional purposes by Traffic-Forces or their use has been approved by Traffic-Forces.
3.2 In carrying out his sales activity and building up his sales team, the member shall not make any statements about the services and the sales system that are not included in the official advertising and promotion documents of Traffic-Forces.
3.3 The member shall only use the shop page linked to him by Traffic Forces for the sale of products. The creation and commercial use of other websites for the presentation of the products and/or the distribution system is only permitted with the written consent of Traffic-Forces. Such websites may only be created in accordance with Traffic-Force’s specifications. In order to avoid misunderstandings, it must in particular be ensured that the member’s website is not confused with the official website of Traffic Forces. When using a single website, the member creates a link to the official Traffic Forces website and sells the product exclusively through the Traffic Forces shop.
3.4 Traffic-Forces operates buyer websites on various social media platforms such as Facebook, YouTube or Twitter. These websites are regularly updated. To avoid confusion, the member shall not register and/or operate its own social media sites under the name Traffic-Forces or similar business names, trademarks or designs/logotypes, either individually or in combination with any other business name.
3.5 The domain and email address of the member shall not contain the names Traffic-Forces or other trademarks or business designations of Traffic-Forces.
3.6 In the conduct of his business, the member uses, sells, distributes or recommends only documents issued by Traffic-Forces in printed, electronic or other form to the members of the distribution organization. The member may only use his own advertising or PR material, regardless of the form in which it is published, if it corresponds to the samples provided by Traffic-Forces for this purpose or if it has been approved in writing by Traffic-Forces. This applies in particular to the Compensation Plan. The information about the compensation must be transparent and not exaggerated.
4. COMPETITION AND SECRECY:
4.1 The member may sell other services if these offers do not compete with the current product range of Traffic Forces. However, it is not permitted to present or advertise these other services together with the products of the Traffic-Forces product range as part of the same sales or advertising events. The member shall inform Traffic-Forces in writing of such additional sales activities.
4.2 The member shall not incite other Traffic Forces members to sell or promote competing products or services in addition to or in substitution for their sales of Traffic Forces products. This also applies if the products offered do not compete with the products offered by Traffic-Forces.
4.3 During and after termination of this contractual relationship, the member is obliged to keep secret all information of which he has gained knowledge concerning Traffic-Forces, the other companies of the Traffic-Forces group and their product range and distribution system, unless this information is publicly accessible. This obligation includes all data and information about the members of the Traffic-Forces distribution organization , regardless of whether these members belong to the downline set up by the member or not. In addition, the member may use this information exclusively for the purposes of Traffic Forces.
5.1 The member receives various bonuses for his activities in Traffic Forces, the amount and levels are defined in the Compensation Plan of Traffic Forces.
5.2 As compensation for setting up a sales organization, the member receives further commissions, which are calculated according to the Traffic Forces Compensation Plan on the basis of the sales figures achieved by the members of their downline. The member shall review the statements submitted to him and immediately inform Traffic Forces of any objections.
5.3 The member informs Traffic Forces immediately about his VAT liability by presenting his tax number and a written confirmation of his responsible tax office about his VAT liability (e.g. for small traders in Germany, if their annual surplus exceeds 17.500,00 €, in Italy 5.000,00€) or about the fact that he has decided as a small businessman in Germany for the VAT liability. As long as he does not inform Traffic-Forces about such liability, Traffic-Forces is entitled to pay all bonuses without VAT.
5.4 In Spain, the member may opt for the “Recargo de Equivalencia” system. In this case, Traffic-Forces is entitled to deduct compensation payments from his account.
6. TAKING BACK OF PRODUCTS ORDERED BY CONSUMERS:
Traffic-Forces grants consumers a statutory right of withdrawal within a period of 14 days from delivery of the products. The member shall draw attention to this right in his customer shop. The member is obliged to apply this consumer-friendly standard to the customers of Traffic-Forces.
7. TERM AND TERMINATION OF THE AGREEMENT:
7.1 This agreement shall be concluded for an indefinite period of time.
7.2 Either party may give notice of termination of this agreement in accordance with applicable provisions of law.
7.3 In addition, either party may terminate this agreement for good cause with immediate effect if the maintenance of the contractual relationship until the next termination date is unreasonable for one party due to the conduct of the respective other party. A warning prior to termination shall not be required if the breach and its consequences cannot be remedied or if the nature and extent of the impending damage make it necessary to terminate the contractual relationship with immediate effect.
7.4 After termination of the contract, the distribution structure of the member will be transferred to the next up-line level above him.
8. TRANSFER OF THE CONTRACTUAL LEGAL POSITION, DEATH OF THE MEMBER, CHANGE OF THE SPONSORING LINE:
8.1 Traffic-Forces is entitled to transfer its contractual legal status at any time to a successor company which continues its contractual business activities in the same way and assumes all existing rights and obligations. If the member does not consent to such a transfer and informs Traffic-Forces immediately, the contractual relationship ends with the next possible termination date.
8.2 The member shall be entitled to transfer his contractual legal status. However, this requires the written consent of Traffic-Forces. Such approval is only granted if Traffic-Forces is convinced that the person taking over this legal position is suitable for the proper performance of the tasks and duties to be performed in the respective position and if he is willing to undergo appropriate training at the request of Traffic-Forces.
8.3 The tasks and duties of a member must always be carried out personally. Accordingly, the contractual relationship ends with the death of the member. Traffic-Forces can nevertheless offer an heir, who presents a certificate of inheritance, to assume the legal status of the deceased member, provided that the heir fulfils the necessary requirements in the opinion of Mighty Partner.
8.4 A change of the sponsoring line to which the member was assigned due to the sponsor he designated in the enrolment form shall not be possible.
9. STATUTE OF LIMITATION:
Unless excluded by law, claims arising from this contractual relationship shall become statute-barred one year from the due date or one year from the date on which the entitled party becomes aware of the facts substantiating the claim, unless the party’s ignorance is based on gross negligence.
10. MODIFICATION OF CONTRACTUAL PROVISIONS OR GUIDELINES, WRITTEN FORM, APPLICABLE LAW, JURISDICTION:
10.1 Should Traffic-Forces determine that due to the mutual interest of both parties in the continuation of the company or its marketing system, it is necessary to modify the provisions of this agreement and/or the Compensation Plan, the member will be informed of this modification in good time in advance via his back office. The member will be informed of the effective date of this change and its effectiveness, unless the member objects to this modification in writing/by email within one month from receipt of this letter. In the event that the parties are not able to mutually agree, Traffic-Forces and the member terminate the contractual relationship at the next termination date.
10.2 Modifications and additions which are to become effective exclusively between the parties must be made in writing in order to be effective. This shall also apply to the written form requirement itself.
10.3 Place of jurisdiction shall be Texas as the registered place of Traffic Forces. All claims and disputes arising from this agreement shall be governed by and construed in accordance with, the laws of Texas.
11. FINAL PROVISIONS:
11.1 The parties confirm that contractual agreements other than this agreement and the Compensation Plan have not been entered into.
11.2 In the event that any provision of this contract should be invalid, this shall not affect the validity of the remaining provisions of this contract.
By signing this enrolment form the member agrees that Traffic-Forces stores and processes his personal data (in particular name, address, telephone and fax numbers, email, bank account and credit card numbers, VAT-ID) stated in the application form or communicated in electronic form or otherwise within the scope of the cooperation. He also agrees that Traffic-Forces makes available these data within the scope and in compliance with the Compensation Plan to other members of the Traffic-Forces sales organization within the country and abroad and to the affiliated companies of the international Traffic-Forces Group with registered office within the country and abroad, to the extent that such data are required for the cooperation and international implementation of the Traffic-Forces distribution system. In case of termination of the contractual relationship, such data will be deleted, unless otherwise provided for by the statutory obligation to retain such data. The member has the right to inspect the data stored about him.
The member shall restrict the storage and processing of customer data to the name, address, telephone and fax numbers, email, bank account number, credit card data and VAT-ID, and only collect such data if they are required for the fulfillment of his contractual duties.
The member consents to receiving information and the newsletter of Traffic-Forces by email. This consent may be revoked at any time.